ARTICLE II ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

RED GIANT ENTERTAINMENT, INC., A NEVADA CORPORATION

AND

RED GIANT ENTERTAINMENT, INC., A FLORIDA CORPORATION

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of November
17, 2016, made and entered into by and between Red Giant Entertainment, Inc., a
Nevada corporation ("REDG") and Red Giant Entertainment, Inc., a Florida
corporation ("REDG-FL"), which corporations are sometimes referred to herein as
the "Constituent Corporations."

W I T N E S S E T H:

WHEREAS, REDG is a corporation organized and existing under the laws of the
State of State of Nevada, having been incorporated under the Nevada Revised
Statutes (the "NRS") on June 27, 2005; and

WHEREAS, REDG-FL is a wholly-owned subsidiary corporation of REDG,
organized and existing under the laws of the State of Florida, having been
incorporated under the Florida Business Corporation Act on May 9, 2012 (the
"FBCA"); and

WHEREAS, the respective Boards of Directors of REDG and REDG-FL have
determined that it is desirable to merge REDG with and into REDG-FL and that
REDG-FL shall be the surviving corporation (the "Merger") in compliance with
Section 607.1104 of the FBCA and Section 92A.190 of the NRS; and

WHEREAS, the parties intend by this Agreement to effect a reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended; and

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be legally
bound, REDG and REDG-FL hereto agree as follows:

ARTICLE I
MERGER

1.1 On the effective date of the Merger (the "Effective Date"), as provided
herein, REDG shall be merged with and into REDG-FL, the separate existence of
REDG shall cease and REDF-FL (hereinafter sometimes referred to as the
"Surviving Corporation") shall continue to exist under the name of "Red Giant
Entertainment, Inc." by virtue of, and shall be governed by, the laws of the

State of Florida. The address of the registered office of the Surviving
Corporation in the State of Florida will be InvestmentAttorneys, SunTrust Plaza,
Suite 1050, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

ARTICLE II
ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

2.1 The name of the Surviving Corporation shall be "Red Giant
Entertainment, Inc." The Amended and Restated Articles of Incorporation of the
Surviving Corporation, attached hereto as Exhibit A, shall be the Articles of
Incorporation of REDG-FL (the "REDG-FL Articles") without change, unless and
until amended in accordance with Article VIII of this Agreement or otherwise
amended in accordance with applicable law.

ARTICLE III
BYLAWS OF THE SURVIVING CORPORATION

3.1 The Bylaws of the Surviving Corporation, attached hereto as Exhibit B,
shall be the Bylaws of REDG-FL (the "REDG-FL Bylaws"), unless and until amended
in accordance with Article VIII of this Agreement or otherwise amended in
accordance with applicable law.

ARTICLE IV
EFFECT OF MERGER ON STOCK OF CONSTITUENT CORPORATIONS

4.1 On the Effective Date, (i) each outstanding share of Common Stock of
REDG, par value $0.0001 per share (the "REDG Common Stock") shall be converted
into 0.0001 shares of common stock, par value $0.0001 per share, of REDG-FL (the
"REDG-FL Common Stock"), (ii) and each outstanding share of REDG-FL Common Stock
held by REDG shall be retired and canceled; and (iii) each outstanding share of
REDG Common Stock repurchased by REDG shall be retired and canceled. In
addition, on the Effective Date, each outstanding share of REDG Series Z
Preferred Stock, par value $0.0001 per share ("REDG Preferred Stock"), shall be
converted into one (1.0) shares of REDG-FL Series Z Preferred Stock, par value
$0.0001 per share (the "REDG-FL Preferred Stock"). The powers, designations,
preferences, and rights of the REDG-FL Preferred Stock are described in more
detail in the REDG-FL Articles, attached hereto as Exhibit A.

4.2 All options and rights to acquire REDG Common Stock, and all
outstanding warrants or rights outstanding on the Effective Date to purchase
REDG Common Stock, will automatically be converted into equivalent options,
warrants and rights to purchase 0.0001 times the number of shares of REDG-FL
Common Stock at 1/1000th of the exercise, conversion or strike price of such
converted options, warrants and rights.

4.3 In lieu of issuing fractional shares of REDG-FL Common Stock or options
or warrants to purchase fractional shares of REDG-FL Common Stock, to the extent
that a holder's shares of REDG Common Stock, when aggregated together with
shares of the same class, do not convert into whole shares of REDG-FL Common
Stock, the resulting fractional shares shall be rounded up to the closest full
one hundred (100) shares. To the extent that a holder's options to purchase REDG

Common Stock, when aggregated together, do not convert into options to purchase
whole shares of REDG-FL Common Stock, the resulting fractional shares shall be
rounded up to the closest full one hundred (100) shares of REDG-FL Common Stock.
To the extent that a holder's warrants to purchase REDG Common Stock, when
aggregated together, do not convert into warrants to purchase whole shares of
REDG-FL Common Stock, the resulting fractional shares shall be rounded up to the
closest full one hundred (100) shares of REDG-FL Common Stock.

4.4 After the Effective Date, (i) certificates representing shares of REDG
Common Stock will represent unadjusted pre-split shares of REDG-FL Common Stock,
and (ii) certificates representing shares of REDG Preferred Stock will represent
shares of REDG-FL Preferred, and upon surrender of the same to the transfer
agent for REDG, who also shall serve as the transfer agent for REDG-FL, the
holder thereof shall be entitled to receive in exchange therefor a certificate
or certificates representing the number of shares of REDG-FL Common Stock or
REDG-FL Preferred Stock into which such shares of REDG Common Stock, REDG
Preferred Stock, shall have been converted pursuant to Article 4.1 and 4.3.

ARTICLE V
CORPORATE EXISTENCE, POWERS AND LIABILITIES OF THE SURVIVING
CORPORATION

5.1 On the Effective Date, the separate existence of REDG shall cease. REDG
shall be merged with and into REDG-FL, the Surviving Corporation, in accordance
with the provisions of this Agreement. Thereafter, REDG-FL shall possess all the
rights, privileges, powers and franchises of a public as well as of a private
nature, and shall be subject to all the restrictions, disabilities and duties of
each of the parties to this Agreement; all singular rights, privileges, powers
and franchises of REDG and REDG-FL, and all property, real, personal and mixed
and all debts due to each of them on whatever account, shall be vested in
REDG-FL; and all property, rights, privileges, powers and franchises, and all
and every other interest shall be thereafter the property of REDG-FL, the
Surviving Corporation, as they were of the respective constituent entities, and
the title to any real estate, chattel, copyright, patent, or other tangible or
intangible property, whether by deed or otherwise, vested in REDG and REDG-FL,
or either of them, shall not revert or be in any way impaired by reason of the
Merger, but all rights of creditors and all liens upon the property of the
parties hereto, shall be preserved unimpaired, and all debts, liabilities and
duties of REDG shall thenceforth attach to REDG-FL, and may be enforced against
it to the same extent as if said debts, liabilities and duties had been incurred
or contracted by it.

5.2 REDG agrees that it will execute and deliver, or cause to be executed
and delivered, all such deeds and other instruments and will take or cause to be
taken such further or other action as the Surviving Corporation may deem
necessary in order to vest in and confirm to the Surviving Corporation title to
and possession of all the property, rights, privileges, immunities, powers,
purposes and franchises, and all and every other interest of REDG and otherwise
to carry out the intent and purposes of this Agreement.

ARTICLE VI
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION

6.1 Upon the Effective Date, the officers and directors of REDG shall
become the officers and directors of REDG-FL, and such persons shall hold office
in accordance with the REDG-FL Bylaws until their respective successors shall
have been appointed or elected.

6.2 If upon the Effective Date, a vacancy shall exist in the Board of
Directors of the Surviving Corporation, such vacancy shall be filled in the
manner provided by the REDG-FL Articles and Bylaws.

ARTICLE VII
DISSENTING SHARES

7.1 Neither the adoption by the Board of Directors, nor the approval by the
majority shareholders, of the short-form merger or the reverse-split provides
shareholders any right to dissent and obtain appraisal of or payment for such
shareholder's shares under Sections 78 or 92A of the Revised Nevada Statutes,
the Articles of Incorporation or the Bylaws.

ARTICLE VIII
APPROVAL BY SHAREHOLDERS, EFFECTIVE DATE, CONDUCT OF BUSINESS
PRIOR TO EFFECTIVE DATE

8.1 Promptly after the approval of this Agreement by the requisite number
of shareholders of REDG, the respective Boards of Directors of REDG and REDG-FL
will cause their duly authorized officers to make and execute Articles of Merger
or other applicable certificates or documentation effecting this Agreement and
shall cause the same to be filed with the Secretaries of State of Florida and
Nevada, respectively, in accordance with the FBCA and the NRS. The Effective
Date shall be the later date on which Articles of Merger are filed with the
Secretary of State of Nevada and the Secretary of State of Florida.

8.2 The Boards of Directors of REDG and REDG-FL may amend this Agreement
and the REDG-FL Articles or REDG-FL Bylaws at any time prior to the Effective
Date, provided that an amendment made subsequent to the approval of the Merger
by the shareholders of REDG may not (i) change the amount or kind of shares to
be received in exchange for or on conversion of the shares of the REDG Common
Stock or REDG Preferred Stock; or (ii) alter or change any of the terms and
conditions of this Agreement or the REDG-FL Articles or REDG-FL Bylaws if such
change would adversely affect the holders of the REDG Common Stock or REDG
Preferred Stock.

ARTICLE IX
TERMINATION OF MERGER

9.1 This Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Date, whether before or after shareholder approval of
this Agreement, by the consent of the Board of Directors of REDG and REDG-FL.

ARTICLE X
MISCELLANEOUS

10.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without reference to its
principles of conflicts of law.

10.2 EXPENSES. If the Merger becomes effective, the Surviving Corporation
shall assume and pay all expenses in connection therewith not theretofore paid
by the respective parties. If for any reason the Merger shall not become
effective, REDG shall pay all expenses incurred in connection with all the
proceedings taken in respect of this Merger Agreement or relating thereto.

10.3 AGREEMENT. An executed copy of this Merger Agreement will be on file
at the principal place of business of the Surviving Corporation and, upon
request and without cost, a copy thereof will be furnished to any shareholder.

10.4 COUNTERPARTS. This Merger Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

RED GIANT ENTERTAINMENT, INC.,
a Nevada corporation,

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President

RED GIANT ENTERTAINMENT, INC.,
a Florida corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President

EXHIBIT A

FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

RED GIANT ENTERTAINMENT, INC.

RED GIANT ENTERTAINMENT, INC., a corporation organized and existing under
the Florida Business Corporation Act (the "Corporation"), does hereby certify:

1. The Corporation's original Articles of Incorporation were made effective
on May 9, 2012 with the Florida Department of State, Division of Corporations.

2. In accordance with the provisions of ▇▇.▇▇. 607.1003, 607.1006, and
607.1007 of the Florida Business Corporation Act, the Corporation's Board of
Directors recommended, and the number of votes cast for the amendment by the
shareholders was sufficient for approval, of the following amendments and the
restatement of the Corporation's Articles of Incorporation:

FIRST: NAME.

The name of the corporation shall be:

RED GIANT ENTERTAINMENT, INC.

(hereinafter the "Corporation").

SECOND: DURATION, PURPOSE.

SECTION 2.1. DURATION. The existence of the Corporation commenced upon
the effective date of filing of its Articles of Incorporation with the
Florida Department of State, Division of Corporations. The existence
of the Corporation shall be perpetual.

SECTION 2.2. PURPOSE. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized
under the Florida Business Corporation Act (FBCA).

THIRD: CAPITAL STOCK.

SECTION 3.1. AUTHORIZED SHARES. The total number of shares of stock
that the Corporation shall have authority to issue is TWENTY BILLION
(20,000,000,000) shares.

SECTION 3.2. ISSUANCE OF SHARES. The board of directors has authority
to authorize and direct the issuance by the Corporation of shares of
Preferred Stock and Common Stock at such times, in such amounts, to
such persons, for such consideration as the board of directors shall
determine to be adequate, and upon such terms and conditions as the
board of ?directors may, from time to time, determine, subject only to
the restriction, limitations, conditions and requirements imposed by
the FBCA, other applicable laws and these Articles, as the same may,
from time to time, be amended. Upon the receipt by the Corporation of
the consideration for which the board authorized the issuance of
shares of Preferred Stock or Common Stock, such shares shall be deemed
fully paid and non-assessable.

SECTION 3.3. DISTRIBUTIONS. The board of directors has authority to
authorize and direct the payment of dividends and the making of other
distributions by the Corporation in respect of the issued and
outstanding shares of Preferred Stock (i) at such times, in such
amount and forms, from such sources and upon such terms and conditions
as it may, from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by the
FBCA other applicable laws and these Articles, as the same may, from
time to time, be amended, and (ii) in shares of the same class or
series or in shares of any other class or series without obtaining the
affirmative vote or the written consent of the holders of the shares
of the class or series in which the payment or distribution is to be
made.?

SECTION 3.4. SHARE REPURCHASES. The board of directors has authority
to authorize and direct the acquisition by the Corporation of the
issued and outstanding shares of Preferred Stock and Common Stock at
such times, in such amounts, from such persons, for such
considerations, from such sources and upon such terms and conditions
as the board of directors may, from time to time, determine upon,
subject only to the restrictions, limitations, conditions and
requirements imposed by the FBCA, other applicable laws and these
Articles, as the same may, from time to time, be amended. Such
acquired shares of the Corporation will be deemed cancelled
automatically unless specifically reissued by action of the board of
directors.

SECTION 3.5. COMMON STOCK. Of the total number of authorized shares,
the aggregate number of shares of common stock (referred to herein as
"Common Stock") that the Corporation shall have authority to issue is
NINETEEN BILLION EIGHT HUNDRED MILLION (19,800,000,000) with a par
value of $0.0001 per share. Except as otherwise required by law or as
otherwise provided in the terms of any class or series of stock having
a preference over the Common Stock as to dividends or upon
liquidation, the holders of Common Stock shall exclusively possess all

voting power, and each share of Common Stock shall have one vote. The
Common Stock shall not have as a matter of right any preemptive or
preferential right to subscribe for, purchase, receive, or otherwise
acquire any part of any new or additional issue of stock of any class,
whether now or hereafter authorized, or of any bonds, debentures,
notes, or other securities of the Corporation, whether or not
convertible into shares of stock of the Corporation.

SECTION 3.6. PREFERRED STOCK. Of the total number of authorized
shares, the aggregate number of shares of preferred stock (referred to
herein as "Preferred Stock") that the Corporation shall have authority
to issue is TWO HUNDRED MILLION (200,000,000) with par value of
$0.0001 per share.

A. BOARD AUTHORIZED TO FIX TERMS. The Board of Directors is
authorized, subject to limitations prescribed by law, by resolution or
resolutions to provide for the issuance of shares of preferred stock
in one or more series, and, by filing a certificate when required by
the FBCA, to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. The authority of
the Board of Directors with respect to each series shall include, but
not be limited to, determination of the following:

1. the number of shares constituting that series, including
the authority to increase or decrease such number, and the distinctive
designation of that series;

2. the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, the date or dates from
which they shall be cumulative and the relative rights of priority, if
any, in the payment of dividends on shares of that series;

3. the voting rights, if any, of the shares of that series
in addition to the voting rights provided by law and the terms of any
such voting rights;

4. the terms and conditions, if any, upon which shares of
that series shall be convertible or exchangeable for shares of any
other class or classes of stock of the Corporation or other entity,
including provision for adjustment of the conversion or exchange rate
upon the occurrence of such events as the Board of Directors shall
determine;

5. the right, if any, of the Corporation to redeem shares of
that series and the terms and conditions of such redemption, including

the date or dates upon or after which they shall be redeemable and the
amount per share payable in case of redemption, which amount may vary
according to different conditions and different redemption dates;

6. the obligation, if any, of the Corporation to retire
shares of that series pursuant to a retirement or sinking fund or fund
of a similar nature for the redemption or purchase of shares of that
series and the terms and conditions of such obligation;

7. the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, in the
payment of shares of that series;

8. the preemptive or preferential rights, if any, of the
holders of shares of such series to subscribe for, purchase, receive,
or otherwise acquire any part of any new or additional issue of stock
of any class, whether now or hereafter authorized, or of any bonds,
debentures, notes, or other securities of the Corporation, whether or
not convertible into shares of stock with the Corporation, and

9. any other rights, preferences and limitations of the
shares of that series as may be permitted by law.

B. DIVIDEND PREFERENCE. Dividends on outstanding shares of
preferred stock shall be paid or declared and set apart for payment
before any dividends shall be paid or declared and set apart for
payment on shares of common stock with respect to the same dividend
period.

C. RELATIVE LIQUIDATION PREFERENCE. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
the assets available for distribution to holders of shares of
preferred stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then
such assets shall be distributed ratably among the shares of all
series of preferred stock in accordance with their respective
priorities and preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.

D. REISSUANCE OF PREFERRED STOCK. Subject to the conditions or
restrictions on issuance set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issue of any
series of shares of Preferred Stock, shares of Preferred Stock of any
series that have been redeemed or repurchased by the Corporation

(whether through the operation of a sinking fund or otherwise) or
that, if convertible or exchangeable, have been converted or exchanged
in accordance with their terms, shall be retired and have the status
of authorized and unissued shares of Preferred Stock of the same
series and maybe reissued as a part of the series of which they were
originally a part or may, upon the filing of an appropriate
certificate with the Florida Department of State, Division of
Corporations, be reissued as part of a new series of shares of
Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of shares of
Preferred Stock.

E. SERIES Z-DESIGNATED PREFERRED STOCK.

1. Designation; Rank. This series of Preferred Stock shall
be designated and known as "Series Z Preferred Stock." The number of
shares constituting the Series Z Preferred shall be 100,000,000
shares. Except as otherwise provided herein, the Series Z Preferred
shall, with respect to rights on liquidation, winding up and
dissolution, rank senior to the Corporation's common stock, par value
$0.0001 per share (the "Common Stock"). The number of shares
constituting such series may, unless prohibited by the Articles or by
applicable law of the State of Florida and subject to Section 3
herein, be increased or decreased from time to time by a resolution or
resolutions of the Board, provided, that no decrease shall reduce the
number of shares of Series Z Preferred to a number less than the
number of shares then outstanding plus the number of shares issuable
upon the exercise of outstanding options, rights, or warrants, or upon
the conversion of any outstanding securities issued by the Corporation
convertible into shares of Series Z Preferred. Shares of Series Z
Preferred repurchased or redeemed by the Corporation shall be canceled
and shall revert to authorized but unissued shares of Preferred Stock,
undesignated as to series, subject to reissuance by the Corporation as
shares of Preferred Stock of any one or more series other than the
Series Z Preferred.

2. Liquidation Preference.

(a) Upon the liquidation, dissolution or winding up of
the business of the Corporation, whether voluntary or involuntary,
each holder of shares of Series Z Preferred shall be entitled to
receive, for each share thereof, out of assets of the Corporation
legally available therefor, a preferential amount in cash equal to
(and not more than) the Original Issue Price (as defined below). All
preferential amounts to be paid to the holders of shares of Series Z
Preferred in connection with such liquidation, dissolution or winding
up shall be paid before the payment or setting apart for payment of
any amount for, or the distribution of any assets of the Corporation
to the holders of (i) any other class or series of capital stock whose

terms expressly provide that the holders of Series Z Preferred should
receive preferential payment with respect to such distribution (to the
extent of such preference) and (ii) the Common Stock. If upon any such
distribution the assets of the Corporation shall be insufficient to
pay the holders of the outstanding Series Z Preferred (or the holders
of any class or series of capital stock ranking on a parity with the
Series Z Preferred as to distributions in the event of a liquidation,
dissolution or winding up of the Corporation) the full amounts to
which they shall be entitled, such holders shall share ratably in any
distribution of assets in accordance with the sums which would be
payable on such distribution if all sums payable thereon were paid in
full.

(b) The Series Z Preferred "Original Issue Price" to the
initial holder, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Initial Holder"), shall be $0.03
per share. Subsequent issuances of Series Z Preferred shares may
thereafter be sold to the initial holder or to others at such other
price as then may be determined by the Board, with all subsequent
purchases and their purchasers referred to as "Subsequent Purchasers."

(c) Any distribution in connection with the liquidation,
dissolution or winding up of the Corporation, or any bankruptcy or
insolvency proceeding, shall be made in cash to the extent possible.
Whenever any such distribution shall be paid in property other than
cash, the value of such distribution shall be the fair market value of
such property as determined in good faith by the Board.

(d) For purposes hereof, any transaction or series of
related transactions that constitute (i) the sale, conveyance,
exchange, lease or other transfer of all or substantially all of the
assets of the Corporation taken as a whole; or (ii) any acquisition of
the Corporation by means of a consolidation, stock exchange, stock
sale, merger or other form of corporate reorganization of the
Corporation with any other entity in which the Corporation's
stockholders prior to the consolidation or merger own less than a
majority of the voting securities or economic interests of the
surviving entity (or, if the surviving entity is wholly-owned
subsidiary of another corporation following such merger or
consolidation, the parent corporation of such surviving entity) (any
such event, a "Reorganization Event") shall be deemed to be a
liquidation unless otherwise determined by the holders of at least a
majority of the shares of Series Z Preferred then outstanding.

3. Voting. Subject to the applicable rules and published
guidance of (i) any national securities exchange on which the
Corporation's common stock is listed; or (ii) any automated
inter-dealer quotation system on which the Corporation's common stock
is quoted:

(a) For as long as the Initial Holder of Series Z
Preferred continues to hold 5,000,000 shares of Series Z Preferred:

(i) On all matters submitted to a vote of the holders of
the Common Stock, including, without limitation, the election of
directors, the Initial Holder of Series Z Preferred shall be entitled
to the number of votes on such matters equal to the number of shares
of the Series Z Preferred held by such holder multiplied by the Factor
(as defined below), on the record date for the determination of
stockholders entitled to vote on such matters or, if no such record
date is established, at the date such vote is taken or any written
consent of stockholders is solicited. The Initial Holder of Series Z
Preferred shall not vote as a separate class, but shall vote with the
holders of the Common Stock, except as otherwise set forth herein, as
required by law or as set forth in the Articles.

(ii) The "Factor" shall be 100, as equitably adjusted
for any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, combination or other like
changes in the Corporation's capital structure. By way of
illustration, and not in limitation, of the foregoing (a) if the
Corporation effectuates a 2:1 forward split of its Common Stock,
thereafter, the Factor adjusted to equal twice the Factor immediately
prior to such split; (b) if the Corporation effectuates a 1:10 reverse
split of its Common Stock, thereafter, the Factor shall be adjusted to
equal one-tenth times what it had been calculated to be immediately
prior to such split.

(iii) The Initial Holder of the Series Z Preferred shall
have the right to appoint one member to the Board (such appointee, the
"Series Z Director"). The Series Z Director may be removed without
cause by, and only by, the affirmative vote of Initial Holder of the
Series Z Preferred, given pursuant to a written consent of such
Initial Holder. If the Series Z Director has not been elected or the
Series Z directorship is vacant for any reason, such directorship may
not be filled by stockholders of the Corporation other than by the
Initial Holder of Series Z Preferred, voting exclusively and as a
separate class. Subject to the specific voting rights of any other
preferred stock of the Corporation, including Series Z Preferred held
by shareholders other than the Initial Holder, the holders of record
of the shares of Common Stock and of any other class or series of
voting stock, exclusively and voting together as a single class, shall
be entitled to elect the balance of the total number of directors of
the Corporation.

(b) For all subsequent and other holders of Series Z
Preferred:

(i) On all matters submitted to a vote of the holders of
the Common Stock, including, without limitation, the election of
directors, the holder of Series Z Preferred shall be entitled to the
number of votes on such matters equal to the number of shares of the
Series Z Preferred held by such holder multiplied by the Factor (as
defined below), on the record date for the determination of
stockholders entitled to vote on such matters or, if no such record
date is established, at the date such vote is taken or any written
consent of stockholders is solicited. The holder of Series Z Preferred
shall not vote as a separate class, but shall vote with the holders of
the Common Stock, except as otherwise set forth herein, as required by
law or as set forth in the Articles.

4. Protective Provisions. In addition to any other voting
rights provided herein, by law, or in the Articles, the Corporation
shall not, without the vote or consent of the holders of a majority of
the shares of Series Z Preferred then outstanding:

(a) Increase the total number of authorized shares of
Series Z Preferred or any series of preferred stock with a senior
liquidation preference or greater voting rights (any "Senior
Preferred") than the Series Z Preferred;

(b) Authorize or create (by reclassification or
otherwise) any Senior Preferred;

(d) Approve any repurchase with respect to the Series Z
Preferred (except as otherwise provided in the Articles or pursuant to
a Redemption (as defined below)); or

(e) Amend or repeal any provision of or add any
provision to the Articles or the Bylaws of the Corporation if such
action would adversely affect the rights, privileges, preferences or
restrictions created for the benefit of the Series Z Preferred.

5. Redemption. To the extent that the Corporation in good
faith determines to submit an application to have its common stock
listed on a national securities exchange or quoted on an inter-dealer
quotation system of any national securities association and reasonably
determines that the voting rights set forth in this Designation would
cause the Corporation's application to be rejected under the
applicable rules and published guidance of such national securities
exchange or national securities association, the Corporation shall
have the option of redeeming the Series Z Preferred Stock for the
Redemption Price (as defined below), payable at each holder's option
either (i) in cash; or (ii) in shares of common stock equal to the
number of shares of Series Z Preferred Stock held by such holder
multiplied by the Factor. As used herein, "Redemption Price" means the
number of shares of Series Z Preferred Stock held by such holder
multiplied by the product of the Factor and the average closing price
of the Common Stock for the ten trading days immediately preceding the
Redemption Payment Date. The Redemption Price shall be due and payable
or issuable, as the case may be, within five trading days of the date
on which the notice of the payment therefor is provided by such holder
(the "Redemption Payment Date").

6. No Reissuance of Series Z Preferred. Any shares of Series
Z Preferred acquired by the Corporation by reason of purchase,
conversion or otherwise shall be cancelled, retired, and eliminated
from the shares of Series Z Preferred that the Corporation shall be
authorized to issue. All such shares shall upon their cancellation
become authorized but unissued shares of preferred stock and may be
reissued as part of a new series of preferred stock subject to the
conditions and restriction on issuance set forth in the Articles or in
any certificate of determination creating a series of preferred stock
or any similar stock or as otherwise required by law.

7. Severability. If any right, preference or limitation of
the Series Z Preferred set forth herein is invalid, unlawful or
incapable of being enforced by reason of any rule, law or public
policy, all other rights, preferences and limitations set forth herein
that can be given effect without the invalid, unlawful or
unenforceable right preference or limitation shall nevertheless remain
in full force and effect, and no right, preference or limitation
herein shall be deemed dependent upon any other such right, preference
or limitation unless so expressed herein.

8. No Other Preferences. The shares of the Class Z Preferred
shall have no other preferences, rights, restrictions, or
qualifications, except as otherwise provided by law or the Articles.

FOURTH: CORPORATE ADDRESS, REGISTERED OFFICE, AND AGENT.

The street address of the Corporation's principal office shall be ▇▇▇
▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

The street address of the Corporation's registered office and the
Corporation's registered agent at that address shall be
InvestmentAttorneys, SunTrust Plaza, Suite 1050, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

FIFTH: DIRECTORS.

The authorized number of Directors of the Corporation shall be not
less than one nor more than seven. The exact number of Directors may
be fixed within the limits specified by resolution adopted by the vote
of the majority of Directors in office or by the vote of holders of
shares representing a majority of the voting power at any annual
meeting, or any special meeting called for such purpose. No reduction
of the number of Directors shall have the effect of removing any
Director prior to the expiration of his or her term. The exact number
of Directors shall be six until changed as provided in this Section.
The Bylaws may provide for the appointment of a provisional director.

The names and addresses of the directors of the Corporation, who shall
hold office until their respective successors have been elected and
qualified or until their earlier resignations or removals from office
are:

▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
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Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

SIXTH: LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY

A director or officer of the Corporation shall not be personally
liable to the Corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, but this Article shall not
eliminate or limit the liability of a director or officer for (i) acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law or (ii) the unlawful payment of distributions. Any
repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of
the Corporation for acts or omissions prior to such repeal or
modification.

SEVENTH: INDEMNIFICATION.

Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that
he or she is or was a director, officer, or representative of the
Corporation, shall be indemnified and held harmless to the fullest
extent legally permissible under the law of the State of Florida from
time to time against all expenses, liability and loss (including
attorney's fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him or her in
connection therewith. Such right of indemnification shall be a
contract right that may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any
other right which such directors, officers, or representatives may
have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under any Bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this
Article. Without limiting the application of the foregoing, the board
of directors may adopt Bylaws from time to time with respect to
indemnification to provide at all times the fullest indemnification
permitted by the law of the State of Florida and may cause the
Corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, or representative of the
Corporation, is or was a director, officer, or representative of the
Corporation as a director of officer of another corporation, or as the
Corporation's representative in a partnership, joint venture, trust or
other enterprise, against any liability asserted against such person
and incurred in any such capacity or arising out of such status,
whether or not the Corporation would have the power to indemnify such
person.

EIGHTH: INCORPORATOR.

The name and address of the incorporator of the Corporation is:

▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

NINTH: ADOPTION AND AMENDMENT OF BYLAWS

The board of directors is expressly granted the exclusive power to
adopt, amend or repeal the Bylaws of the Corporation.

TENTH: AMENDMENT OF ARTICLES OF INCORPORATION.

From time to time any of the provisions of these Amended and Restated
Articles of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Florida at the
time in force may be added or inserted in the manner and at the time
prescribed by said law, and all rights at any time conferred upon the
stockholders of the Corporation by these Amended and Restated Articles
of Incorporation are granted subject to the provisions of this Article
TENTH.

IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Articles of Incorporation to be signed and attested by its duly
authorized officer in Clermont, Florida on this day of _______________, 2017.

-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

STATE OF FLORIDA }
COUNTY OF LAKE } SS:

Sworn to and subscribed before me this ____ day of ______________________, 2017,
by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. He personally appeared before me at the time of this
notarization. He is:

Personally Known to me ________________ OR

Produced Identification _______________

Type of Identification Produced:____________________________________.

____________________________________
Notary Public [signature]

____________________________________
[print name]

Commission No.

ACCEPTANCE BY REGISTERED AGENT

Having been appointed the registered agent of RED GIANT ENTERTAINMENT,
INC., the undersigned accepts such appointment and agrees to act in such
capacity.

Dated this ______ day of ______________, 2017.

INVESTMENTATTORNEYS

By ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
President

EXHIBIT B

FORM OF BYLAWS

BYLAWS
OF
RED GIANT ENTERTAINMENT, INC.
(A FLORIDA CORPORATION)

INDEX

PAGE
NUMBER
------

ARTICLE ONE - OFFICES

1. Principal Office............................................. 1
2. Other Offices................................................ 1

ARTICLE TWO - MEETINGS OF SHAREHOLDERS

1. Place........................................................ 1
2. Time of Annual Meeting....................................... 1
3. Call of Special Meetings..................................... 1
4. Conduct of Meetings.......................................... 1
5. Notice and Waiver of Notice.................................. 2
6. Business of Special Meeting.................................. 2
7. Quorum....................................................... 2
8. Voting Per Share............................................. 3
9. Voting of Shares............................................. 3
10. Proxies...................................................... 3
11. Shareholder List............................................. 4
12. Action Without Meeting....................................... 4
13. Fixing Record Date........................................... 4
14. Inspectors and Judges........................................ 4
15. Voting for Directors......................................... 5

ARTICLE THREE - DIRECTORS

1. Number, Election and Term.................................... 5
2. Vacancies.................................................... 5
3. Powers....................................................... 5
4. Place of Meetings............................................ 6
5. Annual Meeting............................................... 6
6. Regular Meetings............................................. 6
7. Special Meetings and Notice.................................. 6
8. Quorum; Required Vote; Presumption of Assent................. 6
9. Action Without Meeting....................................... 6
10. Conference by Telephone or Similar Communications Equipment
Meetings..................................................... 7
11. Committees................................................... 7
12. Compensation of Directors.................................... 7
13. Chairman of the Board........................................ 7

ARTICLE FOUR - OFFICERS

1. Positions.................................................... 8
2. Election of Specified Officers by Board...................... 8
3. Election or Appointment of Other Officers.................... 8
4. Salaries..................................................... 8
5. Term; Resignation............................................ 8
6. President.................................................... 8
7. Vice Presidents.............................................. 9
8. Secretary.................................................... 9
9. Treasurer.................................................... 9
10. Assistant Treasurers and Assistant Secretaries............... 9
11. Other Officers, Employees and Agents......................... 9

ARTICLE FIVE - CERTIFICATES FOR SHARES

1. Issue of Certificates........................................ 10
2. Legends for Preferences and Restrictions on Transfer......... 10
3. Facsimile Signatures......................................... 10
4. Lost Certificates............................................ 10
5. Transfer of Shares........................................... 11
6. Registered Shareholders...................................... 11
7. Redemption of Control Shares................................. 11

ARTICLE SIX - CONTRACTS, LOANS, CHECK AND DEPOSITS

1. Contracts.................................................... 11
2. Loans........................................................ 11
3. Checks, Drafts, Etc.......................................... 11
4. Deposits..................................................... 12

ARTICLE SEVEN - GENERAL PROVISIONS

1. Dividends.................................................... 12
2. Reserves..................................................... 12
3. Fiscal Year.................................................. 12
4. Seal......................................................... 12
5. Gender....................................................... 12

ARTICLE EIGHT - INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

1. Right to Indemnification..................................... 12
2. Determination of Entitlement to Indemnification.............. 13
3. Mandatory Advancement of Expenses............................ 13

4. Written Claim Required, Deadline for Response................ 13
5. Non-Exclusivity of Rights.................................... 14
6. Authority to Indemnify and Obtain Insurance.................. 14

ARTICLE NINE - AMENDMENTS OF BYLAWS........................................ 14

ARTICLE TEN - EMERGENCY BYLAWS

1. Scope of Emergency Bylaws.................................... 15
2. Call and Notice of Meeting................................... 15
3. Quorum and Voting............................................ 15
4. Appointment of Temporary Directors........................... 15
5. Modification of Lines of Succession.......................... 16
6. Change of Principal Office................................... 16
7. Limitation of Liability...................................... 16
8. Repeal and Change............................................ 16

iii

RED GIANT ENTERTAINMENT, INC.

BYLAWS

ARTICLE ONE

OFFICES

Section 1. Principal Office. The principal office of Red Giant
Entertainment, Inc., a Florida corporation (the "Corporation"), shall be located
in the County of Lake, State of Florida, unless otherwise designated by the
Board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at such
place, within or without the State of Florida, as may be designated by the Board
of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be
held on such date and at such time fixed, from time to time, by the Board of
Directors, provided that there shall be an annual meeting held every year at
which the shareholders shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders
shall be held if called by the Board of Directors, the President, or if the
holders of not less than 50 percent of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting sign, date, and
deliver to the Secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held.

Section 4. Conduct of Meetings. The Chairman of the Board (or in his
absence, the Vice Chairman of the Board, if any, or if none, the President or
such other designee of the Chairman of the Board) shall preside at the annual
and special meetings of shareholders and shall be given full discretion in
establishing the rules and procedures to be followed in conducting the meetings,
except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 60 days
before the day of the meeting, either personally or by first-class mail, by or
at the direction of the President, the Secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If the notice is mailed at least 30 days before the date of the
meeting, it may be done by a class of United States mail other than first-class.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid. If a
meeting is adjourned to another time and/or place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting. Whenever any
notice is required to be given to any shareholder, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether signed before,
during or after the time of the meeting stated therein, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records,
shall be equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice. Attendance of a
person at a meeting shall constitute a waiver of (a) lack of or defective notice
of such meeting, unless the person objects at the beginning to the holding of
the meeting or the transacting of any business at the meeting, or (b) lack of
defective notice of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the person objects
to considering such matter when it is presented.

Section 6. Business of Special Meeting. Business transacted at any special
meeting shall be confined to the purposes stated in the notice thereof.

Section 7. Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of these shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, a majority of the shares entitled to vote on the
matter by each voting group, represented in person or by proxy, shall constitute
a quorum at any meeting of shareholders, but in no event shall a quorum consist
of less than one-third (1/3) of the shares of each voting group entitled to
vote. If less than a majority of outstanding shares entitled to vote are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. After a quorum has been
established at any shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.

Section 8. Voting Per Share. Except as otherwise provided in the Articles
of Incorporation, a resolution of the Board of Directors authorized thereby, or

these Bylaws, each shareholder is entitled to one vote for each outstanding
share held by him on each matter voted at a shareholders' meeting.

Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name or the name of his
nominee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer thereof into his name. If shares stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, then
acts with respect to voting shall have the following effect: (a) if only one
votes, in person or by proxy, his act binds all; (b) if more than one vote, in
person or by proxy, the act of the majority so voting binds all; (c) if more
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.

Section 10. Proxies. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
him by signing an appointment form, either personally or by his
attorney-in-fact. A photographic, photostatic, electronically imaged or
equivalent reproduction of an executed appointment form, shall be deemed a
sufficient appointment form. An appointment of a proxy is effective when
received by the Secretary of the Corporation or such other officer or agent who
is authorized to tabulate votes, and shall be valid for up to 11 months, unless
a longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the appointment.
An appointment of a proxy is revocable by the shareholder unless the appointment
is coupled with an interest.

Section 11. Shareholder List. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of 10 days prior to the meeting or such shorter
time as exists between the record date and the meeting and continuing through
the meeting at the Corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or his agent or attorney is entitled on written demand to inspect
the shareholders' list (subject to the requirements of law), during regular
business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting of shareholders, and any shareholder or his agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.

Section 12. Action Without Meeting. Any action required by law to be taken
at a meeting of shareholders, or any action that may be taken at a meeting of
shareholders, may be taken without a meeting or notice if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted with respect to the subject matter thereof,
and such consent shall have the same force and effect as a vote of shareholders
taken at such a meeting.

Section 13. Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purposes, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60
days, and, in case of a meeting of shareholders, not less than 10 days, prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which the
notice of the meeting is mailed or the date on which the resolutions of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 13, such determination shall apply to any adjournment
thereof, except where the Board of Directors fixes a new record date for the
adjourned meeting or as required by law.

Section 14. Inspectors and Judges. The Board of Directors in advance of any
meeting may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment(s)
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares

of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

Section 15. Voting for Directors. Unless otherwise provided in the Articles
of Incorporation, directors shall be elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present.

ARTICLE THREE

DIRECTORS

Section 1. Number, Election and Term. The number of directors of the
Corporation shall be fixed from time to time, within the limits specified by the
Articles of Incorporation, by resolution of the Board of Directors; provided,
however, no director's term shall be shortened by reason of a resolution
reducing the number of directors. The directors shall be elected at the annual
meeting of the shareholders, except as provided in Section 2 of this Article,
and each director elected shall hold office for the term for which he is elected
and until his successor is elected and qualified or until his earlier
resignation, removal from office or death. Directors must be natural persons who
are 18 years of age or older but need not be residents of the State of Florida,
shareholders of the Corporation or citizens of the United States. Any director
may be removed at any time, with or without cause, at a special meeting of the
shareholders called for that purpose.

Section 2. Vacancies. A director may resign at any time by giving written
notice to the Corporation, the Board of Directors or the President. Such
resignation shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which event the Board of Directors may fill
the pending vacancy before the effective date if they provide that the successor
does not take office until the effective date. Any vacancy occurring in the
Board of Directors and any directorship to be filled by reason of an increase in
the size of the Board of Directors shall be filled by the affirmative vote of a
majority of the current directors though less than a quorum of the Board of
Directors, or may be filled by an election at an annual or special meeting of
the shareholders called for that purpose, unless otherwise provided by law. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, or until the next election of one or more directors
by shareholders if the vacancy is caused by an increase in the number of
directors.

Section 3. Powers. Except as provided in the Articles of Incorporation and
these Bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, its Board of Directors.

Section 4. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held either within or without the State of Florida.

Section 5. Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held, without call or notice, immediately following each
annual meeting of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may
also be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
Written notice of special meetings of the Board of Directors shall be given to
each director at least 48 hours before the meeting. Except as required by
statute, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Notices to directors shall be in
writing and delivered personally or mailed to the directors at their addresses
appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be received. Notice to directors may also
be given by telegram or other form of electronic communication. Notice of a
meeting of the Board of Directors need not be given to any director who signs a
written waiver of notice before, during or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and a
waiver of any and all objections to the place of the meeting, the time of the
meeting and the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly upon arrival at the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened.

Section 8. Quorum; Required Vote; Presumption of Assent. A majority of the
number of directors fixed by, or in the manner provided in, these bylaws shall
constitute a quorum for the transaction of business; provided, however, that
whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum
shall consist of a majority of the remaining directors until the vacancy has
been filled. The act of a majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the Board
of Directors. A director of the Corporation who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken shall be presumed to have assented to the action taken, unless
he objects at the beginning of the meeting, or promptly upon his arrival, to
holding the meeting or transacting specific business at the meeting, or he votes
against or abstains from the action taken.

Section 9. Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the Board of Directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this section is effective when

the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.

Section 10. Conference Telephone or Similar Communications Equipment
Meetings. Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
the meeting is not lawfully called or convened.

Section 11. Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

Section 13. Chairman of the Board. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
shareholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. In the absence of the Chairman of the Board, the Vice Chairman of the
Board, if any, or if none, the President, shall preside at meetings of the
shareholders and the Board of Directors. In the event the Board of Directors
shall not have designated a chairman of the board the President shall preside at
meetings of the shareholders and the Board of Directors.

ARTICLE FOUR

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary and a Treasurer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board and
Vice Chairman of the Board. Any two or more offices may be held by the same
person.

Section 2. Election of Specified Officers by Board. The Board of Directors
at its first meeting after each annual meeting of shareholders shall elect a
President, one or more Vice Presidents, a Secretary and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the President of the Corporation. The Board of Directors shall be
advised of appointments by the President at or before the next scheduled Board
of Directors meeting.

Section 4. Salaries. The salaries of all officers of the Corporation to be
elected by the Board of Directors pursuant to Article Four, Section 2 hereof
shall be fixed from time to time by the Board of Directors or pursuant to its
discretion. The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his direction.

Section 5. Term; Resignation. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer or agent
elected or appointed by the Board of Directors or the President of the
Corporation may be removed, with or without cause, by the Board of Directors.
Any officers or agents appointed by the President of the Corporation pursuant to
Section 3 of this Article Four may also be removed from such officer positions
by the President, with or without cause. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors, or, in the case of an officer appointed by the President
of the Corporation, by the President or the Board of Directors. Any officer of
the Corporation may resign from his respective office or position by delivering
notice to the Corporation. Such resignation is effective when delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until the effective date.

Section 6. President. The President shall be the principal executive
officer of the Corporation, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.

Section 7. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.

Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and record all the proceedings
of the meetings of the shareholders and of the Board of Directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President, under whose supervision he shall be. He shall keep in safe
custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it.

Section 9. Treasurer. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings or when the
Board of Directors so requires an account of all his transactions as treasurer
and of the financial condition of the Corporation unless otherwise specified by
the Board of Directors, the Treasurer shall be the Corporation's Chief Financial
Officer.

Section 10. Assistant Treasurers and Assistant Secretaries. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Secretaries, as and if
authorized by the Board of Directors, may sign with the President or Vice
President certificates for shares of the Corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Treasurers and Assistant Secretaries in general shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, respectively, or by the
President or the Board of Directors.

Section 11. Other Officers, Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing him
and such officer or officers who may from time to time be designated by the
Board of Directors to exercise such supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled; and
such certificates shall be signed by the Chairman of the Board, President or a
Vice President, and by the Secretary or an Assistant Secretary of the
Corporation, shall be consecutively numbered, and may be sealed with the seal of
the Corporation or a facsimile thereof.

Section 2. Legends for Preferences and Restrictions on Transfer. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer and there shall be set forth or fairly summarized upon
the certificate, or the certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
such restrictions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
the applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT
REQUIRED.

Section 3. Facsimile Signatures. The signatures of the Chairman of the
Board, the President or a Vice President and the Secretary or Assistant
Secretary upon a certificate may be facsimiles, if the certificate is manually
signed by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of the issuance.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of

a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Florida.

Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may redeem the control shares at fair market value at any time
during the 60-day period after the last acquisition of such control shares. If a
person acquiring control shares of the Corporation files an acquiring person
statement with the Corporation, the control shares may be redeemed by the
Corporation only if such shares are not accorded full voting rights by the
shareholders as provided by law.

ARTICLE SIX

CONTRACTS, LOANS, CHECK AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents, of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

ARTICLE SEVEN

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares pursuant to law and subject to the provisions of the
Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

Section 3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the name
and state of incorporation of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

Section 5. Gender. All words used in these Bylaws in the masculine gender
shall extend to and shall include the feminine and neuter genders.

ARTICLE EIGHT

INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

Section 1. Right to Indemnification. The Corporation shall indemnify each
person who was or is a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution procedure, whether (a) civil, criminal,
administrative, investigative or otherwise, (b) formal or informal or (c) by or
in the right of the Corporation (collectively, a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, manager, officer,
partner, trustee, employee or agent of another foreign or domestic corporation
or of a foreign or domestic limited liability company, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as such a director, officer, employee or agent of the
Corporation or in any other capacity while serving as such other director,
manager, officer, partner, trustee, employee or agent, shall be indemnified and
held harmless by the Corporation against all judgments, penalties and fines
incurred or paid, and against all expenses(including attorneys' fees) and

settlement amounts incurred or paid, in connection with any such proceeding and
any appeal or appeals thereof, if the person acted in good faith and in a manner
the person reasonably believed to be in conformity with, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that the person's conduct was
unlawful. Until such time as there has been a final judgment to the contrary, a
person shall be presumed to be entitled to be indemnified under this Section 1.
The termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, either
rebut such presumption or create a presumption that (a) the person did not act
in good faith and in a manner which the person reasonably believed to be in
conformity with, or not opposed to, the best interests of the Corporation, (b)
with respect to any criminal action or proceeding, the person had reasonable
cause to believe that the person's conduct was unlawful or (c) the person was
not successful on the merits or otherwise in defense of the proceeding or of any
claim, issue or matter therein. If the FBCA is hereafter amended to provide for
indemnification rights broader than those provided by this Section 1, then the
persons referred to in this Section 1 shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the FBCA as so amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior to such amendment).

Section 2. Determination of Entitlement to Indemnification. A determination
as to whether a person who is a director, officer, employee or agent of the
Corporation at the time of the determination is entitled to be indemnified and
held harmless under Section 1 shall be made (a) by a majority vote of the
directors who are not parties to such proceeding, even though less than a
quorum, (b) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, (c) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written
opinion, or (d) by the stockholders. A determination as to whether a person who
is not a director, officer, employee or agent of the Corporation at the time of
the determination is entitled to be indemnified and held harmless under Section
1 shall be made by or as directed by the Board of Directors of the Corporation.

Section 3. Mandatory Advancement of Expenses. The right to indemnification
conferred in this Article Eight is a contract right and shall include the right
to require the Corporation to pay the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Board of Directors so determines, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer of the Corporation (but not in any other capacity in which service was
or is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall be finally determined pursuant to the procedure in Section
2 above that such indemnitee is not entitled to be indemnified for such expenses
under Section 1 or otherwise.

Section 4. Written Claim Required, Deadline for Response. If a claim under
Section 1 is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of

the claim and, if successful in whole or in part, the claimant shall be entitled
to an award of reasonable attorneys' fees and expenses for prosecuting the
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the FBCA for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
FBCA, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

Section 5. Non-Exclusivity of Rights. The right to
indemnification and the advancement of expenses conferred in this Article Eight
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, any provision of the Articles of Incorporation or of
any bylaw, agreement, or insurance policy or arrangement, or any vote of
stockholders or disinterested directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent of the Corporation and shall inure to the benefit of
the heirs, executors and administrators of such a person.

Section 6. Authority to Indemnify and Obtain Insurance. The Board of
Directors is expressly authorized to adopt and enter into indemnification
agreements with, and obtain insurance for, directors, officers, employees or
agents of the Corporation and those serving at the request of the Corporation as
directors, managers, officers, partners, trustees, employees or agents of
another foreign or domestic corporation or of a foreign or domestic limited
liability company, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans.

ARTICLE NINE

AMENDMENTS OF BYLAWS

The Board of Directors shall have the power and authority to alter, amend
or rescind the bylaws of the Corporation at any regular or special meeting at
which a quorum is present by a vote of a majority or the whole Board of
Directors, subject to the power of the shareholders to change or repeal such
bylaws at any annual or special meeting of shareholders at which a quorum is
present, by a vote of a majority of the stock represented at such meeting,
provided, that the notice of such meeting shall have included notice of any
proposed alteration, amendment or rescission.

ARTICLE TEN

EMERGENCY BYLAWS

Section 1. Scope of Emergency Bylaws. The emergency bylaws provided in this
Article Ten shall be operative during any emergency, notwithstanding any
different provision set forth in the preceding articles hereof or the Articles
of Incorporation. For purposes of the emergency bylaw provisions of this Article
Ten, an emergency shall exist if a quorum of the Corporation's directors cannot
readily be assembled because of some catastrophic event. To the extent not
inconsistent with the provisions of this Article, the bylaws provided in the
preceding Articles shall remain in effect during such emergency, and, upon
termination of such emergency, these emergency bylaws shall cease to be
operative.

Section 2. Call and Notice of Meeting. During any emergency, a meeting of
the Board of Directors may be called by any officer or director of the
Corporation. Notice of the date, time and place of the meeting shall be given by
the person calling the meeting to such of the directors as it may be feasible to
reach by any available means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances permit in the judgment of
the person calling the meeting.

Section 3. Quorum and Voting. At any such meeting of the Board of
Directors, a quorum shall consist of any one or more directors, and the act of
the majority of the directors present at such meeting shall be the act of the
Corporation.

Section 4. Appointment of Temporary Directors.

1. The director or directors who are able to be assembled at a meeting
of directors during an emergency may assemble for the purpose of
appointing, if such directors deem it necessary, one or more temporary
directors (the "Temporary Directors") to serve as directors of the
Corporation during the term of any emergency.

2. If no directors are able to attend a meeting of directors during an
emergency, then such stockholders as may reasonably be assembled shall have
the right, by majority vote of those assembled, to appoint Temporary
Directors to serve on the Board of Directors until the termination of the
emergency.

3. If no stockholders can reasonably be assembled in order to conduct
a vote for Temporary Directors, then the President or his successor, as
determined pursuant to Section 5 of Article Four herein, shall be deemed a
Temporary Director of the Corporation, and such President or his successor,
as the case may be, shall have the right to appoint additional Temporary
Directors to serve with him on the Board of Directors of the Corporation
during the term of the emergency.

4. Temporary Directors shall have all of the rights, duties and
obligations of directors appointed pursuant to Article Three hereof,
provided, however, that a Temporary Director may be removed from the Board
of Directors at any time by the person or persons responsible for
appointing such Temporary Director, or by vote of the majority of the
stockholders present at any meeting of the stockholders during an
emergency, and, in any event, the Temporary Director shall automatically be
deemed to have resigned from the Board of Directors upon the termination of
the emergency in connection with which the Temporary Director was
appointed.

Section 5. Modification of Lines of Succession. During any emergency, the
Board of Directors may provide, and from time to time modify, lines of
succession different from that provided in Section 5 of Article Four in the
event that during such an emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of discharging their
duties.

Section 6. Change of Principal Office. The Board of Directors may, either
before or during any such emergency, and effective during such emergency, change
the principal office of the Corporation or designate several alternative head
offices or regional offices, or authorize the officers of the Corporation to do
so.

Section 7. Limitation of Liability. No officer, director or employee acting
in accordance with these emergency bylaws during an emergency shall be liable
except for willful misconduct.

Section 8. Repeal and Change. These emergency bylaws shall be subject to
repeal or change by further action of the Board of Directors or by action of the
stockholders, but no such repeal or change shall modify the provisions of
Section 7 above with regard to actions taken prior to the time of such repeal or
change. Any amendment of these emergency bylaws may make any further or
different provision that may be practical or necessary under the circumstances
of the emergency.

I certify that these are the Bylaws adopted by the Board of Directors of
the Corporation.

---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary

ARTICLE II ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

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